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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                     FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): September 21, 2010


                        N-VIRO INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


     Delaware                         0-21802                   34-1741211
(State or Other Jurisdiction of  (Commission File Number)     (IRS Employer
Incorporation or Organization)                               Identification No.)


     3450 W. Central Avenue, Suite 328
     Toledo, Ohio                                             43606
  (Address of principal executive offices)                  (Zip Code)

      Registrant's telephone number, including area code:    (419) 535-6374

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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ITEM  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

     On  September  21,  2010, N-Viro International Corporation (the "Company"),
executed  Amendment  Number 1, effective September 15, 2010 (the "Amendment") to
the Purchase Agreement, effective June 29, 2010 (the "Purchase Agreement"), with
VC  Energy  I, LLC of Las Vegas, NV ("VC Energy").  The purpose of the Amendment
was  to  modify  certain  of  the  purchase  terms  in the Purchase Agreement as
follows:  (i)  In the Purchase Agreement, VC Energy had an option to purchase an
additional  400,000  shares of the Company's common stock for a one-time payment
of  $1,000,000  together  with  an  additional  400,000  warrants  on  or before
September  15,  2010.  In  the  Amendment,  VC  Energy  exercised  its option to
purchase  200,000  shares  of  the  Company's common stock for $500,000 which VC
Energy  paid  for by delivering its unsecured promissory note to the Company for
$500,000,  payable  in  installments  over  a  12  month  period, with the first
$200,000  of  such  installments  due  bi-weekly  between September 30, 2010 and
December 30, 2010 and the final $300,000 due September 15, 2010.  The promissory
note  provides  for  acceleration in the event of default and a default interest
rate  of  8% per annum.  The Company also delivered 200,000 warrants to purchase
shares  of  its common stock at an exercise price of $2.50 per share.  Under the
Amendment,  the Company will transfer all 200,000 shares and 200,000 warrants to
an  Escrow  Agent,  Hallet  &  Perrin, P.C., and the shares and warrants will be
released  ratably  to  VC  Energy  as  installments payments due the Company are
received.  In  addition,  VC  Energy's  option to purchase the remaining 200,000
shares  of  the  Company's common stock was extended to December 31, 2010 on the
same  terms  as  the  original  Purchase Agreement.  The shares were issued in a
private  transaction  pursuant  to  an  exemption  under  Section  4(2)  of  the
Securities  Act  of  1933  and  Rule  506  of  Regulation  D.

     Concurrent  with  the Agreement, the Company will pay Burnham Hill Partners
LLC,  New York, NY, a placement fee which includes cash, shares of the Company's
unregistered  common  stock  and  warrants to acquire the Company's unregistered
common stock.  The shares will be issued in a private transaction pursuant to an
exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.


ITEM  3.02     UNREGISTERED  SHARES  OF  EQUITY  SECURITIES

     To  the extent required by Item 3.02 of Form 8-K, the information contained
in  or incorporated by reference into Item 1.01 of this Current Report is hereby
incorporated  by  reference  into  this  Item  3.02.


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                        N-VIRO INTERNATIONAL CORPORATION

Dated:      September 27, 2010            By:       /s/  James K. McHugh
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                                                    James K. McHugh
                                                    Chief Financial Officer